U.S. NAVAL ACADEMY, ANNAPOLIS , Md. (May 19, 2007)-- The Lion of Fallujah is at rest.

Maj. Douglas A. Zembiec, who once told reporters in the din of battle his Marines "fought like lions," was laid to rest at Arlington National Cemetery May 16. A crowd of more than a thousand gathered at the U.S. Naval Academy's chapel to honor the fallen warrior.

Zembiec was killed in action May 10, 2007. He was 34 years old.

In attendance were more than 30 of Zembiec's Marines from his tour as E Company's commander, 2nd Battalion, 1st Marine Regiment. The pallbearers were led by Sgt. Maj. William Skiles, Zembiec's former first sergeant. Zembiec's Marines wore dress uniforms adorned by medals marking their combat tours. They came from across the nation, from Marine bases on both coasts to bury their leader.

"There is no one better to go to war with," Skiles once said of Zembiec.

They came to honor a man who roared life, who led them into combat in Fallujah and who climbed upon a tank to gain a greater perspective of the battlefield, all the while defying rocket-propelled grenades and small-arms fire smashing around him. They honored a man who considered it his greatest honor to fight in combat with his Marines.

Zembeic told Los Angeles Time reporter Tony Perry that battling insurgents was "the greatest day of my life. I never felt so alive, so exhilarated, so purposeful. There is nothing equal to combat, and there is no greater honor than to lead men into combat. Once you've dealt with life and death like that, it gives you a whole new perspective."

At times during the battle, Zembiec's Marines tossed grenades within 20 feet of insurgents.

"My Marines have fought like lions and will continue to do so," he said following the battle. "Ten million insurgents won't even begin to fill the boots of one of my men."

A Navy-Marine honor detail carried Zembiec to hallowed and venerated halls of the maritime chapel here. It was the same chapel where he attended Catholic mass as a midshipman and the same chapel he took his bride, Pamela.

This time, the proud warrior was carried in. Marine and Navy officers gripped the rails of his flag-draped casket, silently gliding down the narrow carpeted aisle. Zembiec was placed at the front of the chapel where prayers and blessings were offered.

Navy chaplain Lt. Cmdr. Scott Radetski led the service, telling the gathering Zembiec was a "genuine patriot" and a "genuine hero."

"You can shed a tear because he is gone or smile because he lived," Radetski said.

Eric. L Kapitulik, Zembiec's best friend of 17 years, offered a eulogy. He said Zembiec kept a series of journals, often scribbling notes on leadership, pearls of wisdom he collected by those he respected.

One entry, Kapitulik said, came from Col. George Bristol. It read, "Never forget those who were killed. Never let rest those who killed them."

Kapitulik read another. "Be a man of principal. Fight for what you believe in. Keep your word. Live with integrity. Be brave. Believe in something bigger than yourself. Serve your country.

"Teach. Mentor . Give something back to society," Zembiec's message in his journal continued. "Lead from the front. Conquer your fears. Be a good friend. Be humble and self-confident. Appreciate your friends and family. Be a leader and not a follower. Be valorous on the field of battle and take responsibility for your actions."

The vows of Zembiec's life, written by his hand, according to Kapitulik, were titled, "Principles my father taught me."

Zembiec's lions honored him in fitting memory. They carried him from the chapel to an awaiting hearse. A miles-long procession of cars snaked their way to Arlington National Cemetery . There, among countless rows of white headstones lined on manicured green lawns, a place was prepared.

This is where the lion will rest for eternity. He would take his place in the long line of patriots who consecrated the grounds. It was a place of peace and honor for a warrior who dedicated his life to his nation's battles.

Radetski led a brief graveside service. The sharp crack of three rifle volleys pierced the warm spring air. Solemn strains of "Taps" followed while Marines held salutes in white-gloved hands.

The following moments were hushed. Marines folded the flag that covered his casket. They gracefully, purposefully and meticulously folded the flag into a triangle.

It was offered to Pamela. With that, Zembiec was given to his nation one final time.

Zembiec, the Lion of Fallujah's lions, was brought home by his Marines. They carried him home. He was buried in the soil of the nation he loved.

The turnout seemed entirely fitting for a Marine who was described -- with little apparent hyperbole -- as the toughest guy in the house. More than 1,000 mourners, from generals to civilians, packed the Naval Academy Chapel in Annapolis yesterday to honor Maj. Douglas A. Zembiec, who was killed last week outside Baghdad .

Five hours later, after the sound of taps had faded over his coffin at Arlington National Cemetery , came what Zembiec, 34, might have considered the finest tribute of all.

About 40 enlisted men gathered under a tree, telling stories about their former commander. Some had flown in from as far away as California , prompting one officer to observe: Your men have to follow your orders; they don't have to go to your funeral.

The men knew firsthand how Zembiec, who lived outside Annapolis , had come to be known as the Lion of Fallujah.

The story is one of their favorites. It was 2004, in the Jolan district of Fallujah, and Zembiec was a captain. They were on a rooftop, taking fire from AK-47s and rocket-propelled grenades. They tried to radio an Abrams tank below to open fire in the direction of the enemy. No good.

Zembiec raced down the stairs and out to the street and climbed onto the tank. Gunnery Sgt. Pedro Marrufo, 29, who watched from the rooftop, remembers Zembiec getting a Marine inside the tank to open the hatch. Insurgents shot at Zembiec as he instructed the men in the tank where to fire.

Cpl. Chad Borgmann, 28, who went to Zembiec's funeral from Camp Pendleton , Calif. , said yesterday that boarding tanks during firefights and similar actions is typically the work of enlisted men. If a lance corporal falls, there are 40 to take his place. But there are fewer captains, Borgmann said, and fewer still who always seemed to be out in front.

"He let us know it was his privilege to lead us," Borgmann said, walking back to a car through the graves of Arlington before heading out to meet up with his Marine buddies at the Clarendon Grill.

Zembiec, born in Hawaii , the son of an FBI agent, was a two-time all-American wrestler at the Naval Academy before graduating in 1995. His most recent U.S. posting was in Arlington .

For years, Zembiec had drawn the attention of Marines and journalists alike. He served in Kosovo and was on his fourth tour in Iraq , said Col. John Ripley, a retired Marine and close friend. His numerous military honors included a Bronze Star and two Purple Hearts.

Through it all, he remained an unabashed warrior. "A terrific day. We just whacked two [insurgents] running down an alley with AK-47s," he told a Los Angeles Times reporter in 2004. Of the 168-member unit he commanded, about one-third suffered casualties.

"From Day One, I've told [my troops] that killing is not wrong if it's for a purpose, if it's to keep your nation free or protect your buddy," he told the Times. "One of the most noble things you can do is kill the enemy."

Mourners heard a sampling of Zembiec's sentiments yesterday. "Never forget those that were killed," he once wrote. "And never let rest those that killed them."

As many as 15 generals filed into the pews of the historic chapel, with its cavernous ceiling and towering windows exposing blue skies. Other men, in suits, with the bearing of retired military officers, stood straight with clutched fists at their sides while quietly singing the Marines' Hymn. Many others appeared to be Zembiec's peers, 30-something couples, men with the close-cropped hair of Marines, and some of the women pregnant.

Mourners heard about Zembiec's family life. His wife of two years, Pamela, and their 1-year-old daughter, Fallyn, sat up front.

"Become the greatest husband and father ever," Zembiec had written in a note to himself.

The Marine had compiled such axioms and exhortations in notebooks, excerpts of which were read aloud by a close friend, Eric L. Kapitulik, who also recounted this story:

While Zembiec was stationed at Camp Pendleton after the Fallujah campaign, his parents visited. Zembiec and his father, Don, drove onto the base to shoot skeet and were stopped at the gate by a young Marine. Are you Captain Zembiec's father? the Marine asked. Yes, his father said.

"I was with your son in Fallujah," the Marine said. "He was my company commander. If we had to go back in there, I would follow him with a spoon."

Kapitulik read heavily from Zembiec's notebooks. One of the quotes was particularly long, amounting to what Kapitulik said was a summary of Zembiec himself.

"Be a man of principle. Fight for what you believe in. Keep your word. Live with integrity. Be brave. Believe in something bigger than yourself. Serve your country.

"Teach. Mentor . Give something back to society. Lead from the front. Conquer your fears. Be a good friend. Be humble and be self-confident.

"Appreciate your friends and family. Be a leader and not a follower. Be valorous on the field of battle. And take responsibility for your actions."

Kapitulik said the creed came from the man who knew Zembiec the longest, as indicated by the major's written description: "Principles my father taught me."